FAQs - Trump Media & Technology Group. IR

The mission of Trump Media & Technology Group (“Trump Media”) is to end Big Tech’s assault on free speech by opening up the internet and giving people their voices back. Trump Media operates Truth Social, a social media platform established as a safe harbor for free expression amid increasingly harsh censorship by Big Tech corporations.

Yes, Trump Media’s shares are currently traded on the Nasdaq Stock Market under ticker symbol “DJT”.

Brokerage firms may facilitate short selling in DJT’s shares by lending DJT’s shareholders’ shares held in margin accounts. Through this practice, brokerage firms earn an alternative source of revenue by “lending” shares to sophisticated and institutional investors who are betting that the price of the particular stock will decrease over a period of time. If the price of the stock in fact decreases, then the brokerage firm and the sophisticated and institutional investors will have made a profit, while the ultimate retail investor has not.

For long-term shareholders who believe in the Company’s future, the Company is highlighting the following actions you can take with your brokerage firm to prevent the lending of your shares for short selling:

1. holding your DJT shares in a cash account at your brokerage firm instead of a margin account (a model instruction letter is set forth under the heading “Example Form of Letter to Broker” below); or
2. opting out of any securities lending programs, which should stop your broker from lending your shares; or
3. moving your shares to Odyssey Transfer and Trust Company, the Company’s transfer agent (please note that you may incur certain costs in connection with any such transfer and once your shares are moved to our transfer agent, your ability to timely transfer your shares back to a brokerage firm and sell may be a longer process); or
4. transferring your shares to your bank (if they have custody services) and holding them in your retirement account (if permitted by your plan).

Example Form of Letter to Broker

If you decide to instruct your broker not to make your shares available for lending to short sellers, the following is a sample of the language you can use in your email or letter to the Branch Manager of your brokerage account:

[Broker Name]
[Broker Address]

Attn: Branch Manager

My Account [Account Number]

Dear Sir or Madam:

Please accept this written instruction to make sure that the following securities are held in my cash account only and accordingly are not available for any stock loan activities. I hereby expressly opt-out of any securities lending programs and instruct you to not loan out any of my shares.

Securities:

[Number] shares of Trump Media & Technology Group Corp. (DJT) and any DJT shares subsequently acquired.

Please confirm receipt and compliance with this request.

As the result of a business combination transaction (the “Business Combination”) with Digital World Acquisition Corp. completed on March 25, 2024, Trump Media became a public company and commenced trading under the symbol “DJT” on March 26, 2024.

Trump Media is listed on the Nasdaq stock exchange under the ticker symbol “DJT”.

Trump Media’s SEC filings are accessible through the Company’s Investor Relations website here or on the SEC website here.

You can receive shareholder updates by signing up for email alerts on our Investor Relations website here.

Trump Media’s management has broad discretion in the application of the net proceeds, including as working capital, possible acquisitions, and other general corporate purposes.

Trump Media’s fiscal year ends on December 31.

As of March 26, 2024, there were 136,700,583 shares of Trump Media common stock issued and outstanding.

As of March 26, 2024, President Trump owned 78,750,000 (approximately 57.6%) of the outstanding shares of Trump Media. President Trump also has the contingent right to receive up to 36,000,000 Earnout Shares.

A registration statement on Form S-1 is filed with the SEC as part of the process of making shares available for sale to the general public. As part of the Business Combination transaction, Trump Media is required to register with the SEC certain common shares and warrants issued in connection with the transaction for resale and to register common shares underlying certain debt securities and warrants for issuance to holders of those debt securities and warrants in the future. These securities, both common shares and warrants, are being registered on the registration statement on Form S-1 (the “Registration Statement”).
Specifically, the registration statement seeks to register: (1) the issuance of shares underlying outstanding warrants of the Company; and (2) the resale of securities of TMTG by selling security holders including: (a) shares of common stock previously issued to investors in connection with the initial public offering by TMTG, continued financing of TMTG or the closing of TMTG’s Business Combination; (b) shares of common stock underlying outstanding warrants and convertible debt of TMTG; (c) shares of common stock issued to TMTG’s affiliates in the Business Combination or potentially issuable to affiliates as an earn out; and (d) certain outstanding warrants of TMTG. All categories of issuances contemplated by the registration statement were disclosed in public filings prior to shareholder approval of the business combination.
The listing of an individual as a “selling securityholder” in the registration statement does not mean such individual or entity will sell their shares of common stock, and “selling securityholders” listed in the registration statement may be subject to a lockup or other transfer restriction.
The Registration Statement has not yet been declared effective; it remains subject to amendment and completion. The securities listed on the initial Form S-1 cannot be sold, nor offers to buy accepted, until the Form S-1 becomes effective.
The Registration Statement and preliminary prospectus may be accessed through the SEC’s website at www.sec.gov. Upon effectiveness, a copy of the prospectus included in the registration statement may be obtained from Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (800) 353-0103.
This FAQ shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

President Trump is subject to a lockup that generally restricts the sale or transfer of his shares until the earliest of: 1) six months after the closing of the Business Combination; 2) the date on which the closing price of Trump Media’s stock equals or exceeds $12 for any twenty trading days within any thirty trading day period commencing at least 150 days after the closing; or 3) the date after the closing on which Trump Media consummates a liquidation, merger, share exchange or other similar transaction that results in all of Trump Media’s stockholders having the right to exchange their equity holdings in Trump Media for cash, securities or other property.

Director and officer ownership of Trump Media as of April 1, 2024, can be found here.

TMTG’s public warrants, which trade under the ticker symbol DJTWW, will become eligible for cash exercise upon the effectiveness of the Registration Statement filed on Form S-1, provided that such effective date is at least 30 days after the consummation of the business combination, i.e. April 24, 2024.

The Business Combination agreement provided that former Trump Media stockholders, other than those who received their shares as a result of the conversion of Trump Media convertible notes (“Trump Media Stockholders”), have the contingent right to receive up to 40,000,000 shares of Trump Media based on the achievement of certain share price targets within a certain period (“the Earnout Shares”). The Earnout Shares may be earned and issuable during the three (3)-year period following March 25, 2024 as follows:
- if the dollar volume-weighted average price (“VWAP”) of the Company’s common stock equals or exceeds $12.50 per share for any 20 trading days within any 30 trading day period during the period beginning on March 25, 2024, and ending on the 18-month anniversary thereof, the Company shall issue to the Trump Media Stockholders an aggregate of 15,000,000 Earnout Shares;
- if the VWAP of the Company’s common stock equals or exceeds $15.00 per share for any 20 trading days within any 30 trading day period during the period beginning on March 25, 2024, and ending on the second anniversary thereof, the Company shall issue to the Trump Media Stockholders an aggregate of 15,000,000 Earnout Shares;
- if the VWAP of the Company’s common stock equals or exceeds $17.50 per share for any 20 trading days within any 30 trading day period during the period beginning on March 25, 2024, and ending on the third anniversary thereof, the Company shall issue to the Trump Media Stockholders an aggregate of 10,000,000 Earnout Shares.

Trump Media’s auditor is BF Borgers.

Odyssey Transfer and Trust Company

2155 Woodlane Drive, Suite 100

Woodbury, MN 55125

Phone: 888-290-1175 or 612-482-5100

Website: odysseytrust.com

Email: uscorporateactions@odysseytrust.com

For information regarding paper stock certificates, please contact our transfer agent: